FILMTIME PRODUCTIONS LIMITED

Subject to the rights of the financiers all the rights title and interest of the company of and in the film being provisionally entitled " loves music loves to dance" and in the script and all other written and musical matter embodied or to be embodied or used in the film or acquired in connection with its production and the negative and prints thereof and all rights of representing exploiting and exhibiting the same and all the rights and interest of the company of and in this agreement with the financiers and all property acquired for the production of the film and all agreements made for its production and the whole of the company's undertaking and assets.

The whole and every part of the chargor right title and interest in and to the charged accounts and to the funds. See the mortgage charge document for full details.

The sum of gbp 1,259,329.21 deposited by the depositor in the depositor's account with account number 4.01.35.209 gbp at the bank offices at 250 bishopsgate london EC2 in respect of the lease agreement relating to the film entitled "loves music loves to dance" and all monies standing to the credit of said account. See the mortgage charge document for full details.

By way of assignment all the right, title and interest in the rights and the source material. By way of first fixed charge all the right, title and interest in the delivery material.

The whole and every part of the chargor's right, title and interest in and to the charged account and to the charged funds, together with the right to demand the same and the debts represented thereby inclucing all interest (if any) now arising and hereafter to become owing in respect of any such moneys are referred to and any proceeds of above. See the mortgage charge document for full details.

The whole and every part of the chargor's right, title and interest in and to the charged account and to the charged funds, together with the right to demand the same and the debts represented thereby inclucing all interest (if any) now arising and hereafter to become owing in respect of any such moneys are referred to in the above including interest which is compounded and treated as principal, and any proceeds of above. See the mortgage charge document for full details.

The whole and every part of the chargor's right, title and interest in and to the charged account and to the charged funds, together with the right to demand the same and the debts represented thereby inclucing all interest (if any) now arising and hereafter to become owing in respect of any such moneys are referred to in the above including interest which is compounded and treated as principal, and any proceeds of above.

The sum of gbp 2,303,083.43 deposited by the depositor in the depositor's account (account number 4.01.26.269) in respect of the lease agreement relating to the films entitled "haven't we met before" and "you belong to me" and all present and future right, title and interest of the depositor in and to the account and in and to any and all present and future payments from time to time deposited.

The sum of gbp 1,181,842.51 deposited by the depositor in the depositor's account (account number 4.01.26.226) in respect of the lease agreement relting to the film entitled "pretend you don't see her" and all present and future right, title and interest of the depositor in and to the account and in and to any and all present and future payments from time to time deposited.

The sum of gbp 2,358,913.48 deposited by the depositor in the depositor's account (account number 4.01.26.250) in respect of the lease agreement relating to the films entitled "lucky day" and "all around the town" and all present and future right, title and interest of the depositor in and to the account and in and to any and all present and future payments.

All right,title and interest in the rights,the source material and in the delivery material. See the mortgage charge document for full details.

All right,title and interest in the rights and the source material and in the delivery material. See the mortgage charge document for full details.

All positive and negative film, all video tape, all sound tracks and all other physical properties of or relating to the films and all literary property and ancillary rights in relation to the films and the copyright or copyrights of the film and the music of the films and all rights to distribute, lease, license, sell, exhibit, broadcast or other wise deal with the films, all contracts and contract rights, accounts inventories and general intangibles or incorporeal rights of company relating to the films and all financial proceeds of the film and/or any rights related thereto.

All positive and negative film,sound tracks and all other literary property and ancillary rights thereon; all other rights,contracts and financial proceeds. See the mortgage charge document for full details.

By way of assignment all the right, title and interest in (a) the rights and (b) the source material. By way of first fixed and floating charge all the right, title and interest in the delivery material.. See the mortgage charge document for full details.

(A) by way of assignment with full title guarantee (where relevant by way of present assignment of future copyright) all filmtime's right title and interest (both present and future vested and contingent statutory and otherwise) in: (I) the benefit and all rights acquired or to be acquired by filmtime.. See the mortgage charge document for full details.